CC Holdings GS V LLC f/k/a Global Signal Holdings V LLC. Management s Discussion and Analysis

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1 CC Holdings GS V LLC f/k/a Global Signal Holdings V LLC Management s Discussion and Analysis For the Three Months Ended March 31, 2010 and 2009 (Unaudited)

2 Management s Discussion and Analysis of Financial Condition and Results of Operations The following management s discussion and analysis ( MD&A ) of the consolidated financial condition and results of operations of CC Holdings GS V LLC and its consolidated wholly-owned subsidiaries ( GSL V ) is provided as a convenience to the reader in understanding GSL V s financial condition, changes in financial condition and results of operations as of and for the three months ended March 31, GSL V is a wholly-owned subsidiary of Global Signal Operating Partnership, L.P., which is an indirect subsidiary of Crown Castle International Corp. ( CCIC or Crown Castle, a Delaware Corporation). The following should be read in conjunction with the (i) audited consolidated financial statements of GSL V for the years ended December 31, 2009 and 2008, (ii) consolidated financial statements of GSL V for the three months ended March 31, 2010 and 2009, (iii) CCIC s Annual Report on Form 10-K ( Crown Castle 10-K ) for the year ended December 31, 2009, and (iv) CCIC s first quarter report on Form 10-Q ( Crown Castle 10-Q for the three months ended March 31, 2010 and 2009). Unless indicated otherwise, reference to GSL V s consolidated financial statements refers to those financial statements for the three months ended March 31, 2010 and Any capitalized terms used but not defined herein have the same meaning given to them in GSL V s consolidated financial statements. Unless this report indicates otherwise or the context requires, the terms we, our, our company, the company, or us as used in this report refers to Global Signal Holdings V LLC and its consolidated wholly-owned subsidiaries. Cautionary Language Regarding Forward-Looking Statements This quarterly report contains forward-looking statements that are based on management s expectations as of the filing date of this report. Statements that are not historical facts are hereby identified as forward-looking statements. In addition, words such as estimate, anticipate, project, plan, intend, believe, expect, likely, predicted, and similar expressions are intended to identify forward-looking statements. Such statements include plans, projections and estimates contained in Management s Discussion and Analysis of Financial Condition and Results of Operations herein. Such forward-looking statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. These risks and uncertainties include, prevailing market conditions, the risk factors described in Item 1A. Risk Factors of the Crown Castle 10-K for the year ended December 31, 2009, as well as the risk factors in GSL V s MD&A for the years ended December 31, 2009 and 2008 that are in addition to those included in the Crown Castle 10-K. General Overview Overview GSL V owns, operates and leases towers and other communication structures, including certain rooftop installations (collectively, towers ), for wireless communications. GSL V s business is renting space on its towers via long-term contracts in various forms, including license, sublease and lease agreements. Generally, GSL V s towers can accommodate multiple customers for antennas and other equipment necessary for the transmission of wireless signals for mobile telephones and other devices. Information concerning GSL V s tower portfolio as of March 31, 2010 is as follows: GSL V owned, leased or managed approximately 7,900 towers located across the United States. GSL V s customers include many of the world s major wireless communications companies. For the first three months of 2010, Sprint Nextel, AT&T, T-Mobile and Verizon Wireless accounted for 35%, 13%, 13% and 11%, respectively, of GSL V s revenues. GSL V owned in fee or had perpetual or long-term easements in the land and other properties (collectively land ) on which approximately 1,000 of GSL V s towers reside, and GSL V leased, subleased or licensed the land on which approximately 6,600 of GSL V s towers reside. In addition, GSL V managed approximately 400 towers owned by third parties where GSL V had the right to market space on the tower or where GSL V had sublease agreements with the tower owner. 10

3 GSL V is a special purpose entity that has no employees. Management services are performed by Crown Castle USA Inc. ( CCUSA ), an affiliate of GSL V. The management fee is equal to 7.5% of GSL V s revenue excluding the revenues related to the accounting for leases with fixed escalators as required by Statement of Financial Accounting Standard No. 13 ( SFAS 13 ) Accounting for Leases. GSL V is an indirect subsidiary of Crown Castle and is a limited liability corporation that is treated as a disregarded entity for income tax return filing purposes. The following are certain highlights of GSL V s business fundamentals, which mirror CCIC s and which are further discussed in the Crown Castle 10-Q, including in Item 2. Business and this MD&A : potential growth resulting from wireless network expansion; site rental revenues under long-term leases with contractual escalations; revenues predominately from large wireless carriers; majority of land under GSL V s towers under long-term control; relatively fixed tower operating costs; high incremental margins and cash flows on organic revenue growth; minimal sustaining capital expenditure requirements; no debt maturities until 2017 and outstanding debt has fixed rate coupons; and significant cash flows from operations. The key element of GSL V s strategy is to organically grow revenues and cash flows from GSL V s towers by co-locating additional tenants on GSL V s existing towers. GSL V s long-term strategy is based on its belief that opportunities will be created by the expected continued growth in the wireless communications industry, which depends predominately on the demand for wireless telephony and data services by consumers. As a result of such expected growth in the wireless communications industry, GSL V believes that the demand for its towers will continue and result in organic growth of GSL V revenues due to the co-location of additional tenants on GSL V s existing towers. GSL V expects that new tenant additions or modifications of existing installations (collectively referred to as tenant additions ) on its towers should result in significant incremental cash flow due to the relatively fixed costs to operate a tower (which tend to increase at approximately the rate of inflation). Certain of the growth trends in the wireless communications industry are discussed further in Item 1. Business Strategy of the Crown Castle 10-K. The following is a discussion of certain recent events and information which may impact our business and our strategy or the wireless communications industry: Consumers increased their use of wireless voice and data services according to the CTIA U.S. wireless industry survey issued on March 23, o Wireless data service revenues for the second half of 2009 were more than $22 billion, which represents a 26% increase over the second half of 2008 and represents more than 28% of all wireless services revenues; o Wireless connections exceeded 285 million as of December 31, 2009, which represents a year-overyear increase of over 15 million subscribers, or 5% which equates to approximately 93% of the U.S. population. In addition, three-fourths of young people between ages 12 and 17 now own cell phones compared to 45% in 2004; and o Smartphone penetration has doubled over the last year and a half moving to 21% market penetration as of December 31, 2009 from 10% in early The uncertainty in the economy, which is further discussed in the Crown Castle Form 10-K, continued during Despite the current economic weakness and uncertainty, there has been continued incremental demand for wireless services, which has historically been the predominate driver of demand for our towers over the long-term; and we expect that growth trend to continue over the foreseeable future. Consequently, we expect to grow our site rental revenues over the foreseeable future as seen in our expected growth rates of between 7% and 8% in site rental revenues from 2009 to

4 Results of Operations The following discussion of GSL V s results of operations should be read in conjunction with our 2009 audited consolidated financial statements. The following discussion of GSL V s results of operations is based on our consolidated financial statements prepared in accordance with generally accepted accounting principles in the U.S. which requires them to make estimates and judgments that affect the reported amounts. (See note 1 to GSL V s consolidated financial statements.) Comparison of Consolidated Results The following is a comparison of GSL V s consolidated results of operations for the three months ended March 31, 2010 and 2009: Three Months Ended Three Months Ended March 31, 2010 March 31, 2009 Amount Percent of Net Revenues Amount (In thousands of dollars) Percent of Net Revenues Percent Change (b) Site rental revenues $ 120, % $ 111, % 8% Operating expenses: Costs of operations (a) $ 41,423 34% $ 41,059 37% 1% Management fee 8,583 7% 8,174 7% 5% Asset write-down charges 1,260 1% 1,578 1% * Depreciation, amortization and accretion 48,263 40% 47,741 43% 1% $ 99,529 83% $ 98,552 88% 1% Operating income (loss) $ 20,782 17% $ 13,295 12% 56% Interest and other income (expense) (12) 7 Interest expense and amortization of deferred financing costs (24,593) (20%) (22,327) (20%) 10% Income (loss) before income taxes (3,823) (3%) (9,025) (8%) * Benefit (provision) for income taxes 584 0% 5,298 5% * Net income (loss) $ (3,239) (3%) $ (3,727) (3%) * * Percentage not meaningful (a) Exclusive of depreciation, amortization and accretion shown separately. First Three Months of 2010 and 2009 Site rental revenues for the first three months of 2010 increased by $8.5 million, or 8%, from the period in the prior year. This increase in site rental revenues was impacted by the following items, in no particular order: new tenant additions across our entire portfolio inclusive of straight-line accounting for certain lease escalations, impact of straight-line accounting from renewal of customer leases, escalations net of the impact of straight-line accounting and cancelations of customer leases. Tenant additions were influenced by the previously mentioned growth in the wireless communications industry. Site rental gross margins (site rental revenues less site rental costs of operations) for the first three months of 2010 increased by $8.1 million, or 11%. The increase in the site rental gross margins was primarily related to the previously mentioned increase in site rental revenues. Site rental gross margins as a percentage of site rental revenues for the first nine months of 2009 increased by two percentage points, to 65%, from the same period in the prior year primarily as a result of high incremental margins associated with tenant additions given the relatively fixed costs to operate a tower. The $8.1 million incremental margin represents 96% of the related increase in site rental revenues. Management fee for the first three months of 2010 increased by $0.4 million, or 5%, but remained 7% of total net revenues. The management fee is equal to 7.5% of GSL V s revenue excluding the revenues related to the accounting for leases with fixed escalators as required by generally accepted accounting principles. 12

5 Depreciation, amortization and accretion for the first thee months of 2010 increased by $0.5 million, or 1%. The small increase is consistent with the movement in our fixed assets and intangible assets which did not materially change between the first three months of 2010 and Benefit (provision) for income taxes for the first three months of 2010 was a benefit of $0.6 million compared to a benefit of $5.0 million for the first three months of The benefit for income taxes for the first three months of 2009 is inclusive of a $2.9 million reversal of state tax valuation allowances. The effective tax rate for the first three months of 2010 differs from the federal statutory rate predominately due to state taxes. See note 9 to GSL V s consolidated financial statements. Net loss for the first three months of 2010 was $3.2 million an improvement of $0.5 million from a loss of $3.7 million for the first three months of The change in net loss was attributable to the increase in site rental revenues offset by an increase in interest expense and a reduction in the tax benefit. Liquidity and Capital Resources Overview General. GSL V s site rental business is generally characterized by a stable cash flow stream generated by revenues under long-term contracts that should be recurring for the foreseeable future. Historically, GSL V s cash flow from operations has exceeded its cash interest payments and capital expenditures. GSL V expects cash flows from operating activities for the year ended December 31, 2010 will be at least equal to that for the year ended December 31, GSL V seeks to allocate the cash produced by its operations in a manner that will enhance operating results, such as capital expenditures to accommodate additional tenants, and advance all of its excess cash to subsidiaries of Crown Castle. Crown Castle typically invests the advanced cash into activities such as (in no particular order) purchases of common stock, strategic tower acquisitions, acquisitions of land on which towers are located, selectively constructing or acquiring towers and distributed antenna systems, improving and structurally enhancing its existing towers and purchases, redemptions or refinancing of its debt or preferred stock. Long-term Strategy. Based on Crown Castle s long term strategy of targeted leverage of approximately five times Adjusted EBITDA and interest coverage of approximately three times Adjusted EBITDA, GSL V may increase its debt in nominal dollars, subject to the provisions of the 7.75% debt outstanding and various factors such as the state of the capital markets. From a cash management perspective, GSL V currently distributes all excess cash flow to its parent, CCIC. These cash distributions are recorded as equity distributions. If any future event would occur that would leave GSL V with a deficiency in its operating cash flow, while not required, the parent CCIC, may distribute cash back to GSL V. See note 5 to GSL V s consolidated financial statements for additional information regarding its debt. Summary Cash Flows Information Three Months Ended March 31, Change (In thousands of dollars) Net cash provided by (used for) operating activities... $ 33,744 $ 42,147 $ (8,403) Net cash provided by (used for) investing activities... (7,540) (14,948) 7,408 Net cash provided by (used for) financing activities... (26,204) (27,199) 995 Net increase (decrease) in cash and cash equivalents... $ $ $ Operating Activities The decrease in net cash provided by operating activities for the first three months of 2010 of $8.4 million from 2009 was due primarily to the changes in working capital and growth in GSL V s core site rental business. Changes in working capital, and particularly changes in accrued interest, deferred rental revenues and prepaid ground leases, can have a dramatic impact on GSL V s net cash from operating activities, largely due to the timing of payments and receipts. 13

6 Investing Activities Capital Expenditures. GSL V s capital expenditures can be generally categorized as sustaining or discretionary. Sustaining capital expenditures primarily include capitalized costs related to maintenance activities on GSL V s towers. Discretionary capital expenditures, which is commonly also referred to as revenue-generating capital expenditures, include (1) tower improvements in order to support additional site rentals, (2) the construction or purchase of towers, and (3) purchases of land under towers. Other than sustaining capital expenditures, GSL V s capital expenditures are discretionary and are made with respect to activities it believes exhibit sufficient potential to improve its long-term results of operation. Such decisions are influenced by the availability and cost of capital and expected returns on alternative investments. Total capital expenditures were $8.2 million for the first three months of 2010, a decrease of $6.8 million from The decrease was attributable to a decrease in tower improvements, which typically varies based on (1) the type of work performed on the towers with the installation of a new antenna typically requiring greater capital expenditures than a modification to an existing installation and (2) the existing capacity of the tower prior to installation. Capital expenditures for the first three months of 2010 included $0.8 million of sustaining capital expenditures and $7.4 million of revenue generating capital expenditures, predominately related to tower improvements in order to support additional site rentals. Financing Activities Net cash flows used for financing activities were $26.2 million and $27.2 million for the first three months of 2010 and 2009, respectively. During the first three months of 2010, GSL V continued its practice of advancing all excess cash to subsidiaries of Crown Castle. GSL V recorded equity contributions of $5.3 million and $4.4 million for the first three months of 2010 and 2009, respectively, related to the use of net operating losses from members in its federal consolidated group that are not members of the GSL V s group of companies. Factors Affecting Sources of Liquidity Compliance with Debt Covenants. The following is a summary of GSL V s covenants. The indenture also contains covenants with respect to the following: restricted payments, incurrence of indebtedness, liens, merger, consolidation of control, sales or issuances of equity interests of subsidiaries, transactions with affiliates, business activities of the issuers and subsidiaries, additional guarantees, reports, maintenance of properties, leases, contracts and insurance, management agreement. Debt Covenant Requirement(a) As of March 31, 2010 Consolidated Fixed Charge Coverage Ratio(b) % secured notes > (a) If the Consolidated Fixed Charge Coverage Ratio is equal to or less than 1.20 and the aggregate amount of cash deposited in the reserve account exceeds $100.0 million, the issuing subsidiaries will be required to commence an offer to purchase the 7.75% secured notes using the cash in the reserve account. (b) Ratio of Net Cash Flow (as defined in the 7.75% secured notes indenture) to amount of interest required to be paid over the succeeding 12 months. Given the current level of indebtedness of GSL V, the primary risk of a debt covenant violation would be from a deterioration of its financial performance. GSL V currently does not have any financial covenant violations; based upon its current expectations, its operating results will be sufficient to comply with its debt covenants. See Item 1A. Risk Factors of the Crown Castle 10-K and Item 2. MD&A of the Crown Castle 10-Q. Financial Performance. A factor affecting GSL V s continued generation of cash flows from operating activities is its ability to maintain its existing recurring site rental revenues and to convert those revenues into operating cash flows by efficiently managing its operating costs. GSL V s ability to service or refinance its current debt obligations and obtain additional debt will depend on its future financial performance, which, to a certain extent, is subject to various factors that are beyond its control as discussed further herein and in Item 1A. Risk Factors of the Crown Castle 10-K. 14

7 Levels of Indebtedness and Debt Service Requirements. GSL V s ability to obtain cash financing in the form of debt instruments depends on, among other things, general economic conditions, conditions of the wireless industry, wireless carrier consolidation or network sharing, new technologies, its financial performance and the state of the capital markets. GSL V does not need to refinance its debt before

CC Holdings GS V LLC f/k/a Global Signal Holdings V LLC. Management s Discussion and Analysis. Condensed Consolidated Financial Statements

CC Holdings GS V LLC f/k/a Global Signal Holdings V LLC Management s Discussion and Analysis Condensed Consolidated Financial Statements For the Six Months Ended June 30, 2012 and 2011 (Unaudited) Assets